SEC Filings

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(g) (i) None of the Issuers, the Guarantor or any of their
subsidiaries shall have sustained since the date of the latest audited
financial statements included in the Offering Circular any loss or
interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, otherwise than as set forth
or contemplated in the Offering Circular, and (ii) since the respective
dates as of which information is given in the Offering Circular there
shall not have been any change in the capital stock or long-term debt of
the Issuers, the Guarantor or any of their subsidiaries or any change, or
any development involving a prospective change, in or affecting the
general affairs, management, financial position, stockholders' equity or
results of operations of the Issuers, the Guarantor and their
subsidiaries, otherwise than as set forth or contemplated in the Offering
Circular, the effect of which, in any such case described in clause (i) or
(ii), is in the judgment of the Purchasers so material and adverse as to
make it impracticable or inadvisable to proceed with the public offering
or the delivery of the Securities on the terms and in the manner
contemplated in this Agreement and in the Offering Circular.
(h) On or after the date hereof (i) no downgrading shall have
occurred in the rating accorded the debt securities of either of the
Issuers or the Guarantor by any "nationally recognized statistical rating
organization," as that term is defined by the Commission for purposes of
Rule 436(g)(2) under the Act, and (ii) no such organization shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the debt securities of either
of the Issuers or the Guarantor.
(i) On or after the date hereof there shall not have occurred any of
the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities declared by either Federal or
New York State authorities; (iii) the outbreak or escalation of
hostilities involving the United States or the declaration by the United
States of a national emergency or war, if the effect of any such event
specified in this clause (iii) in the judgment of the Purchasers makes it
impracticable or inadvisable to proceed with the offering or the delivery
of the Securities on the terms and in the manner contemplated in the
Offering Circular; or (iv) the occurrence of any material adverse change
in the existing financial, political or economic conditions in the United
States or elsewhere, which in the judgment of the Purchasers, would
materially and adversely affect the financial markets or the market for
the Securities and other debt securities.
(j) The Securities shall have been designated for trading on PORTAL.
(k) The Issuers and the Guarantor shall have furnished or caused to
be furnished to you at the Time of Delivery certificates of officers of
each of the Issuers and the Guarantor satisfactory to you as to the
accuracy of the representations and warranties of the Issuers and the
Guarantor herein at and as of such Time of Delivery, as to the performance
by the Issuers and the Guarantor of all of their obligations hereunder to
be performed at or prior to such Time of Delivery, as to the matters set
forth in subsections (g) and (h) of this Section and as to such other
matters as you may reasonably request.
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